NACD - National Association of Corporate Directors

NACD Editors

This content was written by a team of editors at the National Association of Corporate Directors.


Entries by NACD Editors

Dive Into the Best Letters to Shareholders

July 19, 2017

READ POST ►

Governance Challenges Driving the Audit Agenda

March 27, 2017

A discussion of the governance challenges facing boards in 2017, including the shifting geopolitical and economic landscape, the increasing focus on board composition, and cybersecurity.

READ POST ►

The Power of Difference

November 15, 2016

Directors are positioned to ensure that the organizations they serve promote diversity and inclusion.

READ POST ►

Liability and Litigation

May 23, 2016

Why directors get sued. Plus, FCPA compliance, the rise of cybergovernance, a new multinational home for securities suits, understanding D&O policies, and the surprising profile of a whistleblower.

READ POST ►

The Elements of Global Oversight

March 28, 2016

What's needed to serve on a global board, plus advice from global directors, an in-depth look at China's fledgling governance practices, GNDI mapped, and a few words on etiquette.

READ POST ►

Challenges and Priorities Driving Governance Agenda in the Year Ahead

March 28, 2016

From geopolitical risk to disruptive innovation, KPMG's annual conference examines the agenda-setting issues that audit committee members need to keep top-of-mind.

READ POST ►

Spring Forward

January 29, 2016

Juggling activists, M&A action, prosecutorial fervor, and climate (among others) requires deft action. Our annual look ahead and proxy season preview provides insights on these and other issues likely to shape board agendas.

READ POST ►

A Pantheon of Power and Influence

November 24, 2015

These directors and governance institutions and professionals set the gold standard in 2015.

READ POST ►

Stuart R. Levine on the Complexities of Modern Shareholder Communications

November 24, 2015

Stuart R. Levine, a director of Broadridge Financial Solutions, spoke with NACD Directorship about current trends in shareholder communications.

READ POST ►

The Changing Face of America and the Boardroom

November 23, 2015

Expert perspectives on the current state of boardroom diversity and the value that inclusion brings to company oversight.

READ POST ►

Forecasting Key Compensation Issues

September 17, 2015

Leading compensation consultants weigh in on vexing pay program questions.

READ POST ►

The Best of Summer Reading

July 30, 2015

Directors and NACD Directorship editors suggest books for summer reading.

READ POST ►

From Ally Financial to U.S. Steel, Diverse Teams Cited for Strength, Success

July 30, 2015

Legal Momentum award winners shine a light on the value of inclusion.

READ POST ►

Staying Ahead of Pay Practices

June 3, 2015

Compensation experts address TSR, incentives, and how to manage bad news.

READ POST ►

Aiming High: Eileen Simon

April 29, 2015

Meet Eileen Simon, MasterCard's chief franchise integrity officer and recipient of a 2015 Legal Momentum Aiming High Award.

READ POST ►

Changing Nature of Board Work Impacts Director Compensation Plans

April 10, 2015

The 2014–2015 NACD Director Compensation Report forecasts a rise in pay levels despite stagnation in payment plan design.

READ POST ►

Growth, Volatility, and Shareholder Engagement High on Board Agendas

April 10, 2015

Speakers at KPMG's annual conference advise how directors can best face disruptors—from technology to geopolitics—that are constantly testing audit committees' tenacity.

READ POST ►

Fee-Shifting Bylaw, Cybersecurity, and Activism Draw Questions

April 10, 2015

Panelists advise directors on pressing issues ranging from director qualifications to geopolitics.

READ POST ►

Talking About Cybersecurity Execution

February 2, 2015

Mary Ann Cloyd and Suzanne M. Vautrinot compare notes on cyber-related issues.

READ POST ►

The Changing Face of America and the Boardroom

November 24, 2014

A proactive embrace of the changing demographics in America will undoubtedly lead to a better understanding of consumers and stakeholders while opening up new avenues for growth.

READ POST ►

Professionalism Abounds

November 24, 2014

The eighth annual lineup of the directors and institutions that most influence the boardroom and corporate governance.

READ POST ►

Spanning Distances to Move Money, Create Value

September 25, 2014

An in-depth look at Western Union's Shared Value Initiative.

READ POST ►

Richard Goeglein

September 25, 2014

Richard Goeglein, the former CEO of Aladdin Gaming, shares his most valuable learning opportunities.

READ POST ►

Shining a Light

July 18, 2014

A spotlight on 12 exemplary letters to shareholders and a few special mentions from Fortune 200 business leaders who candidly discuss the state of their companies.

READ POST ►

The Geopolitical and Economic Disruptors That Lie Ahead

May 21, 2014

Michael Singh and Leo Abruzzese discuss the geopolitical and economic risks that are expected to create significant change for companies and industries in the coming years—and the implications for the boardroom.

READ POST ►

Women Who “Aim High” Reveal Pipeline for Board Service

May 21, 2014

Annual Legal Momentum awards showcase executive achievers.

READ POST ►

A Leading Power Producer Responds To Demand, Provides Greater Insight

May 21, 2014

Actions support a commitment to the founder’s belief that communities and companies thrive together.

READ POST ►

Growth, Governance, and Guiding Business Forward

March 29, 2014

By most key measures, 2014 will be a pivotal year for many boards and audit committees, as well, as they wrestle with agendas increasingly dominated by “must dos”—legal and regulatory compliance matters and governance mandates—and a business and risk environment that’s moving faster and is less forgiving than ever.

READ POST ►

Expert Panelists Provide Informed Answers to Directors’ Most Pressing Questions

March 29, 2014

From the advancement of women and dual-loyalty directors to social media in the boardroom, here’s what an audience of directors gleaned from such leading minds as former Chief Justice Myron T. Strine, The Deal Professor, and the auditor.

READ POST ►

Martin M. Coyne II

March 29, 2014

Board Director. Chapter Leader. Continuous Learner.

READ POST ►

Jane E. Henney MD

January 13, 2014

Oncologist. Public Servant. Academic. Board Director.

READ POST ►

2013 NACD Directorship 100

November 27, 2013

The seventh annual lineup of the most influential people in the boardroom and corporate governance.

READ POST ►

The Changing Face of America and the Boardroom

November 27, 2013

This special supplement to NACD Directorship magazine focuses on how America's new "majority minority" will affect boardroom composition.

READ POST ►

Regulatory Changes on Deck For Auditors, Audit Committees

November 27, 2013

Proposed standards would expand audit purview and the auditor’s report.

READ POST ►

Directors Grill Comp Advisors on Pay Issues

July 23, 2013

Today's leading minds answered directors' burning questions on the latest compensation trends for executives and directors alike.

READ POST ►

Cyber Insecurity

May 15, 2013

Aspects of cyber security directors need to be attentive to in today's environment, said former Joint Chiefs of Staff Chairman Gen. Peter Pace speaking at an NACD Chapter event in Chicago.

READ POST ►

A Leader Ahead of His Time: NACD Founder John Nash

May 15, 2013

Nash, who coined the boardroom adage “NIFO: nose in, fingers out,” built NACD membership to 3,000.

READ POST ►

King to Succeed Franklin As NACD Chairman

May 15, 2013

Franklin hailed for public service and Washington insight; King to advance 2020 initiative.

READ POST ►

Overcoming Obstacles: Building a Diverse Board

January 24, 2013

NACD Blue Ribbon Commission on The Diverse Board offers suggestions for overcoming challenges in diversifying boards.

READ POST ►

Conducting an Effective Internal Investigation: The Role of Forensic Accountants

December 10, 2012

Boards should work with outside counsel to determine whether they should retain forensic accountants.

READ POST ►

The 2012 NACD Directorship 100

December 10, 2012

The annual lineup of the most influential people in corporate governance is diverse, comprehensive and, in some cases, even controversial.

READ POST ►

Laura Unger and Mary Ann Cloyd: Making Sense of IT Risk

December 10, 2012

Former SEC Acting Chairman Laura Unger sits down with PwC's Center for Board Governance Leader Mary Ann Cloyd to discuss risk management.

READ POST ►

The Evolving Role of the Compensation Committee

December 10, 2012

The NACD Compensation Advisory Council formulated six key concepts for compensation committees' 2013 agendas.

READ POST ►

Setting the Right Tone

December 10, 2012

John Veihmeyer, chairman and CEO of KPMG, reflects on current trends and challenges in innovation, risk and diversity.

READ POST ►

Achieving Positive Outcomes

September 26, 2012

Patricia F. Russo and Robin A. Ferracone discuss current issues facing compensation committee members.

READ POST ►

Financial Statement Frauds: More Than Meets the Eye

September 26, 2012

Nicole Wrigley and Eileen Felson explore the nature of financial statement fraud.

READ POST ►

Keeping Pace with a Rapidly Changing Landscape

May 24, 2012

The eighth annual conference addressed the most pressing topics affecting audit committees.

READ POST ►

Slight Increase Seen in Director Pay

May 24, 2012

Director pay increased between 6 and 8 percent at most companies, finds the 13th annual NACD Director Compensation Report.

READ POST ►

Weighing the Necessity and Benefits of Disclosures

May 24, 2012

The relevant requirements and considerations needed to make disclosure decisions.

READ POST ►

Best Practices for Audit Committees: Monitoring the Independent Auditor

March 22, 2012

Frank Scheuerell, a managing director with Navigant, and Paul Breene, a partner with Reed Smith LLP, explore key issues of auditor independence and the impact of the Sarbanes-Oxley Act on audit committee roles and responsibilities.

READ POST ►

Always Question Underlying Assumptions

March 22, 2012

A bevy of action items for nominating/governance committees: listen, question, and be prepared for more regulation.

READ POST ►

Surge in U.S. Productivity: Getting More for Less

January 26, 2012

Despite an increase in unemployment, U.S. productivity was relatively unaffected, finds new research from Barclays Capital.

READ POST ►

Political Funds, Disclosure Overload at Heart of Audit Chair Concerns

January 26, 2012

Increasingly detailed disclosures are an essential factor in continuing shareholder approval of company policies, according to the third annual Audit Chair Advisory Council.

READ POST ►

For Audit Committees, the When and Why of Independent Investigations

January 26, 2012

Independent investigations must be carefully considered and executed.

READ POST ►

Shaping the Way Directors Will Serve

December 16, 2011

From instant technology to China, the annual conference on corporate governance paid heed to the future.

READ POST ►

Misperceptions in U.S. Output Gap: Don’t Extrapolate the Bubble

December 16, 2011

The economy's potential growth rate has slowed, a recent Barclays Capital report finds.

READ POST ►

A Fresh Look at Executive Pay Dynamics

December 16, 2011

Compensation committees need to take charge in setting and communicating the details of pay programs.

READ POST ►

Fiduciary Duties and the Zone of Insolvency

December 16, 2011

How directors can protect themselves when their corporations fall into the "zone of insolvency."

READ POST ►

The Whistleblowing Business

November 11, 2011

The Securities and Exchange Commission’s newly charged bounty program for whistleblowers is expected to be a game changer.

READ POST ►

‘A Powerful Weapon for the Plaintiffs’ Bar’

November 11, 2011

Jeffrey M. Cunningham interviews David M. Murphy on the implications of the SEC's new Office of the Whistleblower.

READ POST ►

SEC Operations Chief’s Battle Plan

November 11, 2011

Jeffrey M. Cunningham talks with Jeff Heslop on his new role as SEC COO.

READ POST ►

What to Talk About When Talking About Competitive IT Risk

November 11, 2011

Nearly half of directors surveyed by Oliver Wyman and NACD last year were dissatisfied with their ability to oversee IT Risk.

READ POST ►

NACD Member Profile: Dr. Reatha Clark King

November 11, 2011

Dr. Reatha Clark King overcame numerous obstacles on her road to board service.

READ POST ►

Taking on Pay for Performance

November 11, 2011

A conversation about what has—and hasn’t—changed for compensation committees with Robin A. Ferracone and Arthur C. Martinez.

READ POST ►

REIT Directors: Evolution Needed

November 11, 2011

Legacy issues and ownership structures at real estate investment trusts present unique governance challenges.

READ POST ►

Effectively Managing an Independent Investigation

November 11, 2011

Directors have an obligation to manage independent investigations to benefit the company's shareholders.

READ POST ►

The Directorship 100: Governance Professionals and Institutions

September 19, 2011

The annual list of the most influential governance professionals and institutions.

READ POST ►

The Directorship 100: Corporate Governance Hall of Fame, Class of 2011

September 19, 2011

Recognizing those individuals who have made a lasting contribution to the corporate governance and boardroom community.

READ POST ►

The Directorship 100: Award Winners

September 19, 2011

Honoring the Public Company Director of the Year and The B. Kenneth West Lifetime Achievement Award Winners

READ POST ►

The Directorship 100: People to Watch

September 19, 2011

The People to Watch list highlights those individuals expected to make great strides in the corporate governance world.

READ POST ►

The Directorship 100: Directors & Officers

September 19, 2011

The annual list of the most influential directors and officers.

READ POST ►

The Perils of Dodd-Frank

September 19, 2011

The dean of corporate governance suggests structural reform may one day address “too big to fail” if the regulatory aspects of Dodd-Frank do not reduce systemic risks. An interview with Ira M. Millstein.

READ POST ►

Profile: Norman R. Augustine

September 19, 2011

Former Lockheed Martin Chairman and CEO shares his love for adventure travel and the importance of his NACD membership.

READ POST ►

Sounding the Alarm on Risks Beyond the Director’s Control

September 19, 2011

J. Michael Cook, former Deloitte chairman and CEO, speaks to the challenges of corporate leadership in a world of uncertain financial risk.

READ POST ►

Driving Boardroom Innovation

September 19, 2011

A recent NACD Directorship Forum honored the first class of Board Leadership Fellows and fostered discussion on leadership best practices.

READ POST ►

What to Know When Signing a 10-K

September 19, 2011

Anthony B. Creamer III and Marc S. Gerber on directors' best practices in evaluating a company's 10-K report.

READ POST ►

Who Will Succeed Buffett?

June 14, 2011

A look at the possible successors to the legendary Berkshire Hathaway CEO seat.

READ POST ►

Retainers and Equity More Prevalent in Director Pay

June 14, 2011

Over half of director pay is now provided in equity form, while overall pay was consistent with company performance, finds the NACD Director Compensation Report 2010-2011, produced in conjunction with Pearl Meyer & Partners.

READ POST ►

What’s the Value of Corporate Governance?

June 14, 2011

A new book examines the links between formal board independence and improved corporate outcomes.

READ POST ►

Sen. Tim Johnson on Protecting Dodd-Frank

June 14, 2011

Senator Tim Johnson says it’s important that a balance be struck between shareholder rights and board autonomy.

READ POST ►

Pay Close Attention to Financial Reporting About Litigation

June 14, 2011

Directors must take care with litigation exposure disclosures.

READ POST ►

Good Strategy, Bad Strategy

June 14, 2011

To get smarter at strategy, directors need to insist on a short list of key challenges— and ask what is being done about them.

READ POST ►

Compensation Rises With the Market

April 15, 2011

Market recovery and pay structure lead to rebound in director compensation.

READ POST ►

Perry’s flat tax: Some missing homework, but a solid B+

April 15, 2011

Texas Gov. Rick Perry has announced a plan, which he outlines in today's Wall Street Journal, to replace the corrupt and inefficient internal revenue code with a flat tax. Let's review his proposal, using the principles of good tax policy as a benchmar...

READ POST ►

When the Whistle Blows, Will You Be Ready?

April 15, 2011

Next steps for GCs and directors.

READ POST ►

Financial Innovation and Corporate Governance

February 16, 2011

The inaugural head of the SEC’s ‘Fin Risk’ Division, keynote speaker at the NACD Directorship 100 Forum, warns of the dangers of decoupling economic interest from voting rights.

READ POST ►

The Game Changers

February 16, 2011

The lawyer, the director and the journalist: Honoring the 2010 Corporate Governance Hall of Fame.

READ POST ►

The Accidental Investigator

February 16, 2011

Harry Markopolos encourages boards to drive integrity, seek experts and own compliance.

READ POST ►

Trends in Litigation and Director Liability

February 16, 2011

An increase in FCPA enforcement means directors need to be aware of international risks.

READ POST ►

The Examiner

February 16, 2011

Jenner & Block Chairman Anton Valukas explains how he came to the conclusion that Lehman Brothers' board was not at fault in the company's bankruptcy.

READ POST ►

Views From the C-Suite

February 16, 2011

CEOs need assistance from the board to properly manage risk and strategy.

READ POST ►

The Crisis Solvers

February 16, 2011

Companies can best avoid crippling crises with advance planning and a demand for accountability from management.

READ POST ►

Building the Best Board: An Ongoing Challenge

February 16, 2011

Directors can view the Dodd-Frank Act as a jumping-off point for building a better board.

READ POST ►

What Investors Want From Boards

February 16, 2011

Investors are going to be more active in response to the underperformance of the S&P.

READ POST ►

Growth, Risk and Audit

February 16, 2011

Boards must utilize risk carefully and strategically to succeed.

READ POST ►

Setting the Agenda: Making the Most of Audit Committee Meetings

December 17, 2010

The 2010 Report of the Blue Ribbon Commission on the Audit Committee offers practical perspectives, suggestions and leading practices on what makes an audit committee effective.

READ POST ►

The Board and Risk Oversight: Increasing Transparency Through Proxy Disclosure

December 17, 2010

Deloitte's analysis of new risk disclosures reveals the oversight practices of the S&P 500.

READ POST ►

In Year of Change, Strategy and Risk Top Board Agendas

December 17, 2010

The 2010 NACD Annual Survey of Public Company Governance has found that strategy planning, risk oversight and corporate performance are at the forefront of directors' focus.

READ POST ►

Action Plan to Engage Shareholders, Improve Board Composition

December 17, 2010

A dialogue about board priorities, composition and shareholder confidence.

READ POST ►

Director Sentiment Trends Toward the Positive

October 20, 2010

With new regulation being implemented, and shareholder activists lobbying for greater independence between directors and management, NACD Directorship felt the time had come to ask the board for its opinion—about governance, economic conditions, profits outlook, employment and hiring and other key performance indicators.

READ POST ►

Choosing the Right Metrics Is the First Step

October 20, 2010

In an effort to create more efficient methods of measurement, accountants, consultants and regulatory agencies have circulated scores of metrics, both financial and non-financial. This, in turn, has led to a great quantity of evaluation tools without a true sense of quality and priority. Boards often get too much information without always knowing what difference it makes to the achievement of corporate goals.

READ POST ►

The Board Advisor and the Labor Lawyer

October 20, 2010

Employing consultants, annuitants, part-timers and even interns carries exposure that boards may not anticipate.

READ POST ►

CEO Succession

October 20, 2010

Buy-in and insight from the current CEO is crucial to avoiding corporate trauma.

READ POST ►

Antitrust at Issue

October 20, 2010

Fried Frank Partner Bernard (Barry) A. Nigro Jr. recently led a roundtable discussion of the NACD General Counsel Advisory Council, noting that antitrust enforcement has become increasingly hostile.

READ POST ►

The 2010 Corporate Governance Hall of Fame

September 1, 2010

The Directorship Corporate Governance Hall of Fame was created in 2008 in recognition of the outstanding achievements of those select individuals who have had a lasting influence over corporate governance and the boardroom community.

READ POST ►

The View From the Global CEO

September 1, 2010

The president of Barclays PLC shared his views on the firm’s rise to the top tier of investment and global banking, financial reform and the current and future state of financial services.

READ POST ►

The State of the Markets

September 1, 2010

CEO of NYSE Euronext, Duncan Niederauer, spoke about new regulations taking shape globally to avoid a repeat of the financial crisis during an interview with NACD Directorship's Jeffrey M. Cunningham.

READ POST ►

Two Views on Finance Reform

September 1, 2010

Spencer T. Bachus and Harvey Pitt take two views when addressing the finance reform bill.

READ POST ►

Inside the SEC

September 1, 2010

The SEC's Brian Breheny gamely fields questions from a powerhouse panel of former SEC commissioners.

READ POST ►

Director Liability and Litigation

September 1, 2010

Back by popular demand was a sparring session, ably moderated by Michael W. Smith, between plaintiff and defense attorneys.

READ POST ►

Advise for Those New to Boardroom Roles

September 1, 2010

Some 60 directors convened at the NYSE’s Wall Street landmark to share their expertise on issues dominating boardroom discussions including CEO and board succession planning, audit committee and risk strategy scenario planning, compensation trends and development, governance, regulation and the capital markets.

READ POST ►

SEC Takes On Proxy Plumbing; Audit Body Wants Issues, Not Lists

June 11, 2010

Here's a guide for directors to navigate their way through Washington.

READ POST ►

The Director's Guide to CEO Succession

June 11, 2010

The issue of CEO succession as viewed from the recruiter, legal and compensation consultant's perspective. Plus: Veteran directors and C-suite executives opine on what work, and what doesn't.

READ POST ►

The Ins and Outs of Successful CEO Transitions

June 11, 2010

A talk with the experts on CEO succession.

READ POST ►

The Ultimate Insurance Check List

June 11, 2010

Protecting your assets requires prudent questioning.

READ POST ►

The New Dialogue Between Boards, Shareholders and Management

June 11, 2010

New rules, increased activism and disclosure, scrutiny of director qualifications reshape the conversation.

READ POST ►

Repartee: The Director's Counsel and the D&O Insurer

April 15, 2010

To protect your personal assets, get to know the ins and outs of your insurance policy.

READ POST ►

An Orientation for New Directors

April 15, 2010

Preparing for a new board or committee role? Get sound advice from our governance experts: audit insights, a recruiting primer, new comp rules and more.

READ POST ►

A Renaissance in Succession Planning and Board Recruiting

April 15, 2010

A leading recruiter provides a primer on how to succeed at boardroom succession.

READ POST ►

Uncertainty Rules

April 15, 2010

Directors at the sixth annual Audit Committee Issues Conference share their experience in the wake of the economic crisis.

READ POST ►

Arthur Levitt: The Real Governance Problem

April 15, 2010

The former SEC chairman calls the fundamental architecture of our regulatory system "deeply compromised." Now, Arthur Levitt says there is work to do.

READ POST ►

Donna Shalala: The Case for Change

April 15, 2010

Prescient remarks about healthcare on the run-up to recent historic reforms.

READ POST ►

Harvey Pitt: Ten (or so) Golden Rules

April 15, 2010

An oncoming tidal wave of regulatory change will require directors to disagree with Mae West, Adlai Stevenson, Sarah Pitt

READ POST ►

Board Pay Remains Flat

April 15, 2010

Pay levels for directors are mostly flat except at the largest 200 companies. The annual survey conducted by the NACD in collaboration with Pearl Meyer & Partners also found that retainers and meeting fees are holding steady and companies of all sizes recommend that half of a company’s director compensation be paid in equity to align directors with shareholders.

READ POST ►

The SEC at a Crossroads

February 15, 2010

A recharged regulatory agency under Chairman Mary L. Schapiro faces multiple mandates as she enters her second year as chairman of the SEC. How will boards fare?

READ POST ►

Verbatim: His Mandate? To Set Pay at Seven Companies

February 15, 2010

Kenneth Feinberg is the special master for compensation who has ruled over pay at the seven companies that, as he puts it, “owe the taxpayer the most amount of money.”

READ POST ►

View From the C-Suite

February 15, 2010

Maggie Wilderotter, Susan Ivey and Paul Parker spoke at The 10th Annual Directorship Forum

READ POST ►

The Counselors and the Litigation Outlook

February 15, 2010

“The board is no longer immune from the prospect of criminal enforcement,” instructed John Coffee as a lead-in to his first question: “Is this a time in which corporate officials need to be more cautious in the statements they might make over the phone or in other communications?”

READ POST ►

Media in the Boardroom

February 15, 2010

What makes Warren Buffett such a potent CEO? According to Carol Loomis, it’s the proactive way in which the Berkshire Hathaway leader communicates with shareholders.

READ POST ►

Navigating Post-Crisis Dynamics

February 15, 2010

Directors duty at the brink of insolvency, the importance of liquidity, the shortfalls of GAAP.

READ POST ►

How to Build the Right Board: Composition and Development

February 15, 2010

A tenacious effort yields a collection of committed board members who, as monitors and mentors, are a devoted team aligning corporate strategy with shareholder expectations.

READ POST ►

Aiming High: Suzanne Folsom

Meet Suzanne Folsom, one of the select professionals who are transforming corporate governance and restoring confidence in the marketplace.

READ POST ►